8-KMaterial AgreementsFinancial EventsExhibits & Filings

FAIR ISAAC CORP 8-K Report, Material Agreement (Dec 17, 2021)

Filed December 17, 2021For Securities:FICO

Summary

Fair Isaac Corporation (FICO) announced the successful closing of a private offering of $550 million in aggregate principal amount of 4.000% Senior Notes due 2028. These additional notes are identical in class to previously issued notes and were issued under an existing indenture, as supplemented by a new supplemental indenture. The net proceeds from this offering are earmarked for repaying outstanding debt under the company's revolving credit facility, covering associated fees and expenses, with any remaining funds allocated for general corporate purposes. This financing strengthens FICO's liquidity and allows for the optimization of its capital structure by retiring existing credit facility debt. The notes are senior unsecured obligations of the company, and while not currently guaranteed by subsidiaries, future significant domestic subsidiaries are expected to provide guarantees. The offering was made to qualified institutional buyers and non-U.S. persons, exempt from standard registration requirements.

Key Highlights

  • 1FICO closed a private offering of $550 million in 4.000% Senior Notes due 2028.
  • 2Proceeds will be used to repay outstanding debt under the company's revolving credit facility and for general corporate purposes.
  • 3The additional notes are senior unsecured obligations of FICO.
  • 4Future significant domestic subsidiaries are expected to provide joint and several guarantees.
  • 5The notes mature on June 15, 2028, with semi-annual interest payments on June 15 and December 15.
  • 6The indenture includes covenants that restrict certain actions by FICO and its subsidiaries, such as sale/leaseback transactions, asset sales, and incurring subsidiary debt.
  • 7A change of control event that leads to a below investment grade rating can trigger a repurchase right for noteholders at 101% of principal.

Frequently Asked Questions

The primary purpose is to repay outstanding indebtedness under Fair Isaac Corporation's existing unsecured revolving credit facility, along with associated fees and expenses. Any remaining proceeds will be used for general corporate purposes.

The new notes are an additional issuance of the Company's 4.000% Senior Notes due 2028. They accrue interest at 4.000% per annum, payable semi-annually on June 15 and December 15, with a maturity date of June 15, 2028. They are senior unsecured obligations of the company.

As of December 17, 2021, none of FICO's subsidiaries are guarantors, and the notes are not guaranteed. However, the indenture stipulates that each of the Company's future significant domestic subsidiaries will jointly and severally guarantee the notes on a senior unsecured basis.

The indenture includes provisions for events of default and a change of control clause. Specifically, if a change of control event occurs that results in the notes being downgraded below investment grade by at least one rating agency, noteholders have the right to require FICO to repurchase the notes at 101% of their principal amount, plus accrued interest.